Capital Markets

Moving smoothly from the trading floor
to perfecting flotation.

We advise national or international clients on all types of capital market transactions in Germany, Luxembourg and Europe, whether the client is an issuer, underwriter bank or their adviser.

We also provide ongoing advice on capital market, corporate and regulatory matters as well as on compliance with post-issuance obligations.

Main areas of expertise

The expertise of our lawyers in capital market law covers all types of products and transactions in Germany and in Luxembourg.

We advise German and foreign issuers as well as banks in their role as issuers on the issue and placement of shares.

We assist you with IPOs and capital increases, rights issues, block trades and private placements. Our legal advice covers the entire transaction cycle from the drafting of contracts between issuers and banks to legal due diligence, matters relating to the (pre-IPO) placement of shares, the preparation of securities prospectuses and other placement documents, support in the approval process with the relevant supervisory authorities (BaFin in Germany and the CSSF in Luxembourg) and the necessary coordination with the stock exchanges.

In addition to the admission of shares to trading on the regulated market, our range of advisory services also extends to the OTC market, in particular the Scale segment of the German Stock Exchange for small and medium-sized enterprises, and the m:access segment of the Munich Stock Exchange. We also advise our clients on delisting (removal of a listed security from the stock exchange) or a change of listing from a regulated market to a non-regulated market (downlisting or uplisting).

Our expertise covers the following areas:

Initial public offerings (IPOs)
Capital increases
Rights issues
Block trades
Private placements
Delistings
Segment change

In addition to share transactions, we advise German and foreign issuers on the issue and placement of bonds and mezzanine instruments of all types. These include classic corporate bonds as well as hybrid instruments such as convertible bonds, reverse convertibles, hybrid bonds and profit participation certificates. Our legal services in these fields cover all phases of the transaction – from receiving the mandate from the bank through to legal due diligence, drafting and negotiating the terms and conditions of the bonds, as well as drawing up the necessary securities prospectus.

We will be happy to support you with our expertise in the following areas:

Corporate bonds
Convertible bonds
Reverse convertibles
Hybrid bonds
Profit participation certificates

We advise domestic and foreign companies on all follow-up obligations resulting from the admission of their financial instruments to trading. In order to comply with their legal obligations, issuers of securities that are publicly offered or traded must have clearly defined internal processes.

Our expertise covers the following areas:

Corporate Governance Code
Capital market compliance
Ad-hoc publicity obligations
Insider law issues
Voting rights notifications
Directors’ dealings

We advise you on public takeovers of listed companies. On behalf of the bidder, our advice begins in particular with the strategic preliminary considerations and planning, also with regard to any related antitrust law issues, and also includes the development of an appropriate offer structure, preparation of the offer documentation, negotiations with any major shareholders of the target company and dealing with the supervisory authorities through to post-closing measures, such as a possible squeeze-out.

When acting on behalf of the target company or the existing investors, we provide legal advice on all contractual, regulatory, corporate, capital market and tax issues.

Our expertise covers the following areas:

German Acquisition and Takeover Act (WpÜG)
Squeeze-outs
PIPE transactions
Takeover defences
Takeover bids
Coordination with the Federal Financial Supervisory Authority (BaFin)
Controlling agreements and profit transfer agreements

Advising clients in disputes under capital markets law is an important part of our legal practice. In addition to regulatory investigation proceedings (e.g. in connection with insider trading), we have particular expertise in handling capital market claims for damages from shareholders, for example, based on breaches of publicity obligations or in the context of group law proceedings as well as officers’ and directors’ liability claims. We have extensive experience in the area of so-called class actions under the German Capital Markets Model Case Act (Kapitalanleger-Musterverfahrensgesetz, KapMuG).

Our expertise covers the following areas:

Advice on regulatory investigations
KapMuG securities lawsuits
Claims for damages by investors
Corporate group law
Officers’ and directors’ liability

In addition to the above key areas, our capital markets team has extensive experience and specialist expertise in the field of innovative financial technologies (‘FinTechs’). In this remarkably dynamic sector, we have advised on a wide range of pioneer projects – not only in the area of digital financing platforms and their tailor-made issuing models and structures, but also in the area of DLT (distributed ledger technology) and blockchain. We were involved, for example, in the first securities issue in Germany to be carried out exclusively on blockchain, as well as the first ever white label model for digital direct financing. Our lawyers have also advised clients on a large number of innovative structures in the area of equity issues for corporate financing and on the first Europe-wide scalable digital financing platform.

Our expertise in the following areas:

Innovative models and structures for issues via digital financing platforms
Crypto securities
Distributed ledger technology (DLT) and blockchain
Regulatory issues concerning FinTechs

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